U. S. SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   FORM 10-QSB




(Mark One)

[X]      Quarterly  Report Under  Section 13 Or 15(d) Of the Securities Exchange
         Act Of 1934 For the  Quarterly Period Ended June 30, 2001.

[ ]      Transition  Report  Pursuant  To Section 13 or 15 (d) Of the Securities
         Exchange Act of 1934



                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION




                                                              64-0665423
         Mississippi                                         (IRS Employer
   (State of Incorporation)                               Identification No.)



                   500 Main Street, Natchez, Mississippi 39120

                             Telephone: 601-445-5576



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No. ____

2,109,055 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of July 1, 2001.


Transitional Small Business Disclosure Format:  Yes ____  No  X

<PAGE>



                           BRITTON & KOONTZ CAPITAL CORPORATION
                                 AND SUBSIDIARY


PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements (Unaudited)


     Consolidated Balance Sheets for June 30, 2001 and December 31, 2000

     Consolidated  Statements  of Income for the Three and Six Months Ended June
          30, 2001 and June 30, 2000

     Consolidated  Statements  of  Changes in  Stockholders'  Equity for the Six
          Months Ended June 30, 2001 and June 30, 2000

     Consolidated  Statements  of Cash Flows for the Six  Months  Ended June 30,
          2001 and June 30, 2000

     Notes to the Consolidated Financial Statements



         Item 2.    Management's Discussion and Analysis of Financial  Condition
                    and Results of Operation



PART II.     OTHER INFORMATION


         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a vote of Security holders.

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         Signature


<PAGE>
<TABLE>
<CAPTION>



                                   BRITTON & KOONTZ CAPITAL CORPORATION
                               CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                          FOR THE PERIODS ENDED



                                 A S S E T S                                June 30,        December 31,
                                                                              2001              2000
                                                                        -----------------  ----------------

<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 7,197,779       $ 7,629,471
       Interest bearing                                                        1,531,893           329,407
                                                                        -----------------  ----------------
              Total cash and due from banks                                    8,729,672         7,958,878

 Federal funds sold                                                              610,000                 -
 Investment Securities:
       Held-to-maturity (market value, in 2001 and 2000,
           of $12,655,945 and $55,350,505, respectively)                      12,450,872        54,486,659
       Available-for-sale (amortized cost, in 2001 and 2000,
           of $50,050,593 and $6,336,675, respectively)                       51,001,206         6,215,483
       Equity securities, at cost less equity in unallocated losses              686,466           794,790
       Other equity securities                                                 2,270,350         2,222,350
 Loans, less unearned income of $33,566 in 2001 and
           $46,988 in 2000, and allowance for loan losses of
           $2,036,083 in 2001 and $1,883,561 in 2000                         182,588,864       184,977,163
 Bank premises and equipment, net                                              7,051,320         7,071,668
 Goodwill                                                                      1,365,162         1,418,970
 Other real estate, net                                                          927,478           773,005
 Accrued interest receivable                                                   2,145,638         2,530,097
 Cash surrender value of life insurance                                          838,138           808,329
 Other assets                                                                    542,446           861,975
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 271,207,612     $ 270,119,367
                                                                        =================  ================

                                 LIABILITIES

 Deposits
       Non-interest bearing                                                 $ 34,587,007      $ 33,613,385
       Interest bearing                                                      176,589,358       177,742,115
                                                                        -----------------  ----------------
              Total deposits                                                 211,176,365       211,355,500

 Federal Home Loan Bank advances                                              27,500,000        27,175,000
 Securities sold under repurchase agreements                                   2,605,000         2,840,000
 Accrued interest payable                                                      1,149,634         1,887,243
 Advances from borrowers for taxes and insurance                                 230,902           440,834
 Accrued taxes and other liabilities                                           1,318,462           897,169
                                                                        -----------------  ----------------
              Total liabilities                                              243,980,363       244,595,746
                                                                        -----------------  ----------------

                             STOCKHOLDERS' EQUITY

 Common stock - $2.50 par value per share;  12,000,000 shares
           authorized; 2,109,055 and 2,101,534 shares issued and
           outstanding in 2001 and 2000, respectively                          5,308,888         5,290,085
 Additional paid-in capital                                                    7,189,563         7,156,245
 Retained earnings                                                            14,388,677        13,412,231
 Accumulated other comprehensive income                                          597,496           (77,565)
                                                                        -----------------  ----------------
                                                                              27,484,624        25,780,996
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      27,227,249        25,523,621

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 271,207,612     $ 270,119,367
                                                                        =================  ================





The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>



<TABLE>
<CAPTION>



             BRITTON & KOONTZ CAPITAL CORPORATION
               CONSOLIDATED STATEMENTS OF INCOME

                                                                    Three Months Ended               Six Months Ended
                                                                         June 30,                        June 30,
                                                               ----------------------------    ----------------------------
                                                                    2001            2000            2001            2000
                                                               ------------   -------------    ------------   -------------

<S>                                                            <C>            <C>              <C>            <C>
 INTEREST INCOME:
 Interest and fees on loans                                    $ 4,304,673    $  4,164,657     $ 8,570,360    $  8,017,045
 Interest on investment securities:
     Taxable interest income                                       931,588       1,013,402       1,947,781       1,939,136
     Exempt from federal taxes                                     150,992          78,341         272,644         153,166
 Interest on federal funds sold                                      8,083          55,552          13,343         124,518
                                                               ------------   -------------    ------------   -------------

 Total interest income                                           5,395,336       5,311,952      10,804,128      10,233,865
                                                               ------------   -------------    ------------   -------------


 INTEREST EXPENSE:
 Interest on deposits                                            1,981,661       2,121,534       4,158,274       4,046,612
 Interest on other borrowed funds                                  368,605         345,606         736,590         656,481
 Interest on securities sold under repurchase agreements            35,718          11,187          73,077          29,656
                                                               ------------   -------------    ------------   -------------

 Total interest expense                                          2,385,984       2,478,327       4,967,941       4,732,749
                                                               ------------   -------------    ------------   -------------


 NET INTEREST INCOME                                             3,009,352       2,833,625       5,836,187       5,501,116

 Provision for loan losses                                         120,000          93,000         285,000         166,000
                                                               ------------   -------------    ------------   -------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                                 2,889,352       2,740,625       5,551,187       5,335,116
                                                               ------------   -------------    ------------   -------------


 OTHER INCOME:
 Service charges on deposit accounts                               300,926         313,520         608,340         608,626
 Income from fiduciary activities                                   16,670          17,727          35,282          43,027
 Insurance premiums and commissions                                  4,744           5,758          10,678          10,941
 Gain/(loss) on sale of ORE                                              -               -          (4,912)         38,819
 Gain/(loss) on sale of mortgage loans                              73,726          12,666         103,505          20,336
 Gain/(loss) on sale of securities                                 129,287               -         129,287               -
 Gain/(loss) on sale of premises & equipment                          (928)              -            (928)
 Other real estate income                                                -           2,525               -               -
 Amortization of negative goodwill                                       -          42,550               -          87,160
 Equity investee gains/(losses)                                    (58,227)        (48,320)       (108,325)        (67,433)
 Other                                                             138,506         139,732         311,250         296,826
                                                               ------------   -------------    ------------   -------------

 Total other income                                                604,704         486,158       1,084,177       1,038,302
                                                               ------------   -------------    ------------   -------------


 OTHER EXPENSES:
 Salaries                                                          905,473         985,151       1,926,140       1,975,377
 Employee benefits                                                 164,023         160,431         323,077         320,122
 Director fees                                                      39,940          45,040          80,030          89,630
 Net occupancy expense                                             182,946         138,669         350,779         313,585
 Equipment expenses                                                221,166         252,034         429,988         440,549
 FDIC assessment                                                     9,776           8,885          20,181          19,668
 Stationery and supplies                                            57,795          64,451         115,218         116,459
 Other real estate expense                                           2,355               -           5,325           3,228
 Amortization of goodwill                                           26,904          26,904          53,808          53,808
 Other                                                             481,447         513,734       1,006,551         960,362
                                                               ------------   -------------    ------------   -------------

 Total other expenses                                            2,091,825       2,195,299       4,311,097       4,292,788
                                                               ------------   -------------    ------------   -------------


 INCOME BEFORE INCOME TAX EXPENSE                                1,402,231       1,031,484       2,324,267       2,080,630

 Income tax expense                                                421,432         335,016         715,105         691,723
                                                               ------------   -------------    ------------   -------------


 NET INCOME                                                    $   980,799    $    696,468     $ 1,609,162    $  1,388,907
                                                               ============   =============    ============   =============


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                           $ 0.47          $ 0.33          $ 0.76          $ 0.67
 Basic weighted shares outstanding                               2,109,055       2,080,735       2,108,889       2,083,136

 Diluted earnings per share                                         $ 0.46          $ 0.33          $ 0.76          $ 0.67
 Diluted weighted shares outstanding                             2,110,935       2,081,453       2,111,190       2,083,854




The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>


<TABLE>
<CAPTION>


                                             BRITTON & KOONTZ CAPITAL CORPORATION
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000




                                                                                         Accumulated
                                        Common Stock         Additional                    Other                       Total
                                  ------------------------    Paid-in      Retained     Comprehensive  Treasury     Stockholders'
                                    Shares      Amount        Capital      Earnings       Income        Stock         Equity
                                  ---------- ------------- ------------- ------------  ------------  ------------  ------------

<S>                               <C>         <C>           <C>          <C>            <C>           <C>           <C>
 Balance at December 31, 1999     2,088,673   $ 5,221,683   $ 7,026,208  $ 11,878,518   $ (248,411)   $        -   $ 23,877,998

 Comprehensive Income:
     Net income                           -             -             -     1,388,907            -                    1,388,907

     Other comprehensive
        income (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes for $21,303                                                                68,281                       68,281

 Acquisition of Treasury Stock      (14,500)                                                            (257,375)      (257,375)

 Cash Dividend declared
        $.30 per share                                                       (526,519)                                 (526,519)

                                  ---------- ------------- ------------- ------------  ------------  ------------  ------------
 Balance at June 30, 2000         2,074,173   $ 5,221,683   $ 7,026,208  $ 12,740,906   $ (180,130)   $ (257,375)  $ 24,551,292
                                  ========== ============= ============= ============  ============  ============  ============


 Balance at December 31, 2000     2,101,534   $ 5,290,085   $ 7,156,245  $ 13,412,231   $  (77,565)   $ (257,375)  $ 25,523,621

 Comprehensive Income:
     Net income                           -             -             -     1,609,162            -                    1,609,162

     Other comprehensive
        income (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes for $398,261                                                              675,061                      675,061

 Cash Dividend declared
        $.30 per share                                                       (632,716)                                 (632,716)

 Issuance of common stock             7,521        18,803        33,318                                                  52,121

                                  ---------- ------------- ------------- ------------  ------------  ------------  ------------
 Balance at June 30, 2001         2,109,055   $ 5,308,888   $ 7,189,563  $ 14,388,677   $  597,496    $ (257,375)  $ 27,227,249
                                  ========== ============= ============= ============  ============  ============  ============






The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>



<TABLE>
<CAPTION>



               BRITTON & KOONTZ CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      PERIODS ENDED JUNE 30,

                                                                                             2001             2000
                                                                                        ---------------   --------------

<S>                                                                                     <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                             $    1,609,162    $   1,388,907
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
         Deferred income taxes                                                                 178,486          (37,659)
         Provision for loan losses                                                             285,000          166,000
         Provision for losses on foreclosed real estate                                              -           23,000
         Provision for depreciation                                                            366,918          344,594
         Stock dividends received                                                              (48,000)         (54,500)
         (Gain)/loss on sale of other real estate                                                4,912          (38,819)
         (Gain)/loss on sale of mortgage loans                                                (103,505)         (20,336)
         (Gain)/loss on sale of investment securities                                         (129,287)               -
         (Gain)/loss on sale of premises and equipment                                             925                -
         Amortization/(accretion) of investment security
         premiums (discounts), net                                                             (85,134)         (35,437)
         Amortization of valuation adjustment on acquired loans                                  7,790           11,570
         Amortization of negative goodwill                                                           -          (87,160)
         Amortization of goodwill                                                               53,808           53,808
         Equity in investee (gains)/losses                                                     108,325           67,433
         Writedown of other real estate                                                          9,999                -
         (Increase)/decrease in accrued interest receivable                                    384,459         (481,052)
         (Increase)/decrease in cash surrender value                                           (29,809)         (32,491)
         (Increase)/decrease in other assets                                                   319,529          (73,394)
         (Increase)/decrease in accrued interest payable                                      (737,609)         532,036
         (Increase)/decrease in accrued taxes and other liabilities                            242,808          626,177
                                                                                        ---------------   --------------
         Net cash provided (used) by operating activities                                    2,438,777        2,352,677
                                                                                        ---------------   --------------

 CASH FLOWS FROM INVESTING ACTIVITIES
         (Increase)/decrease in federal funds sold                                            (610,000)       2,825,000
         Proceeds from sales, maturities and paydowns
         of investment securities                                                           13,154,616        3,141,313
         Redemption of FHLB stock                                                                    -           30,600
         Purchase of FHLB stock                                                                      -         (268,900)
         Purchases of investment securities                                                (15,015,071)     (12,091,015)
         (Increase)/decrease in loans                                                        1,976,646      (19,330,261)
         Proceeds from sale and transfers of other real estate                                  52,983           74,000
         Proceeds from sale of premises and equipment                                                -                -
         Proceeds from sale of premises and equipment                                           20,964                -
         Purchase of premises and equipment                                                   (368,459)        (564,216)
                                                                                        ---------------   --------------
         Net cash (provided) used in investing activities                                     (788,321)     (26,183,479)
                                                                                        ---------------   --------------

 CASH FLOWS FROM FINANCING ACTIVITIES
         Increase /(decrease) in customer deposits                                           9,820,865       15,271,971
         Increase /(decrease) in brokered deposits                                         (10,000,000)      10,000,000
         Increase /(decrease) in securities sold under
         repurchase agreements                                                                (235,000)        (282,445)
         Increase /(decrease) in federal funds purchased                                             -                -
         Increase /(decrease) in FHLB advances                                                 325,000        1,990,000
         Increase /(decrease) in advances from borrowers
         for taxes and insurance                                                              (209,932)        (134,110)
         Cash dividends paid                                                                  (632,716)        (526,519)
         Acquisition of treasury stock                                                               -         (257,375)
         Common stock issued                                                                    52,121
                                                                                        ---------------   --------------
         Net cash provided (used) by financing activities                                     (879,662)      26,061,522
                                                                                        ---------------   --------------
 Net Increase/(decrease)  in cash and due from banks                                           770,794        2,230,720
                                                                                        ---------------   --------------
 Cash and due from banks at beginning of period                                              7,958,878        8,024,693
                                                                                        ---------------   --------------
 Cash and due from banks at end of period                                               $    8,729,672    $  10,255,413
                                                                                        ===============   ==============




The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>



<TABLE>
<CAPTION>





               BRITTON & KOONTZ CAPITAL CORPORATION
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                      PERIODS ENDED JUNE 30,



 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                          2001             2000
                                                                                        ---------------   --------------

<S>                                                                                     <C>              <C>
         Cash paid during the year for interest                                         $    5,705,550    $   4,183,338
                                                                                        ===============   ==============

         Cash paid during the year for income taxes                                     $      728,008    $     594,900
                                                                                        ===============   ==============

         Transfer of debt securities , net                                              $   46,101,893    $           -
                                                                                        ===============   ==============





The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>



               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2001 AND DECEMBER 31, 2000


Note A.  Basis of Presentation

     The  accompanying  consolidated  balance sheet for Britton & Koontz Capital
Corporation  (the  "Company") as of December 31, 2000, has been derived from the
audited  financial  statements  of the  Company  for the year  then  ended.  The
accompanying  consolidated  financial  statements  as  of  June  30,  2001,  are
unaudited and reflect all normal recurring  adjustments which, in the opinion of
management,  are necessary for the fair  presentation of financial  position and
operating  results of the periods  presented.  Certain  2000  amounts  have been
reclassified to conform to the 2001 presentation.

Note B.  Nonperforming Assets.

         Nonperforming assets at June 30, 2001 and December 31, 2000, were as
follows:

<TABLE>
<CAPTION>


                                                                      06/30/01           12/31/00
                                                                    ----------          ---------
                                                                        (dollars in thousands)
<S>                                                                 <C>                 <C>
         Nonaccrual loans by type
             Real estate                                             $     761          $     950
             Installment                                                     2                 39
             Commercial and all other loans                                317                 89
                                                                     ---------          ---------
                Total nonaccrual loans                                   1,080              1,078
         Loans past due 90 days or more                                    804                311
                                                                     ---------          ---------
               Total nonperforming loans                                 1,884              1,389
         Other real estate owned (net)                                     927                773
                                                                     ---------          ---------
                Total nonperforming assets                           $   2,811          $   2,162
                                                                     =========          =========
         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans for sale                                              1.02%               .74%


</TABLE>


Note C.  Allowance for Loan Losses

         The following table reflects the transactions in the allowance for loan
losses for the six months ended June 30, 2001 and 2000:

<TABLE>
<CAPTION>


                                                                       06/30/01         12/31/00
                                                                     ----------        ---------
                                                                        (dollars in thousands)

<S>                                                                 <C>                <C>

         Balance at beginning of year                               $    1,884         $   1,151

         Provision charged to operations                                   285               166

         Charge offs                                                      (185)              (83)
         Recoveries                                                         52                56
                                                                    ----------         ----------
         Net recoveries (charge offs)                                     (133)              (27)
                                                                    ----------         ----------
         Balance at end of period                                   $    2,036         $   1,290
                                                                    ==========         ==========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                                          1.10%              .70%


<PAGE>
</TABLE>



           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

     This  discussion  is  intended to  supplement  the  consolidated  financial
statements, expand on material changes in financial condition since year end and
to compare the operating  results for the six months ended June 30, 2001, to the
same period in 2000.


             Financial Condition

     Earning  Assets.  Earning  assets  averaged  $254.3  million during the six
months ended June 30, 2001, an $8.8 million (4%)  increase  compared to the same
period a year ago. The increase  was due to growth in the  investment  portfolio
(9%) and  moderate  loan growth  (4%) in existing  markets as well as the bank's
expanding  presence to Baton  Rouge,  Louisiana.  Excluding  brokered  deposits,
investment  and loan  growth  has been  funded by an  increase  in local  market
deposits along with the reinvestment of proceeds from securities paydowns.

     Asset  Quality.  Several key  measures are used to evaluate and monitor the
Company's asset quality. These measures include total delinquencies,  nonaccrual
loans and other real estate  owned by the bank.  The bank's  nonperforming  loan
ratio  increased to 1.02% at June 30, 2001 from .74% at December 31, 2000.  This
increase is due  primarily to the movement of one  multi-family  FHA loan to the
past due 90 days or more category.  The breakdown of nonperforming loans at June
30, 2001, and December 31, 2000, respectively, are shown in Note B.

     Allowance for Possible Loan Losses.  The allowance for possible loan losses
was increased to $2.036 million at June 30, 2001,  compared to $1.290 million at
June 30, 2000. The ratio of the allowance for possible loan losses to loans, net
of unearned income and loans held for sale, increased to 1.10% at June 30, 2001,
from .70%, a year ago. The bank  increased  its allowance for loan losses in the
last quarter of 2000 in anticipation  of expanded  commercial loan growth in the
Baton  Rouge,  Louisiana  and  Vicksburg,   Mississippi  markets.  As  expected,
commercial  loans grew 15% during the first six months of this year,  validating
management's decision to increase the monthly provision during 2001. At the same
time,  the bank  experienced  an increase  in net  chargeoffs  of $106  thousand
compared  to the same  period a year ago.  The  Company  regularly  reviews  the
reserve for  possible  loan  losses in order to  maintain  an adequate  level to
absorb loan losses that may be inherent in the portfolio.  The bank's 1-4 family
residential  mortgage loans,  while decreasing,  still represent over 30% of the
total  portfolio with very little history of loss.  Therefore,  management is of
the opinion that the provision is adequate at June 30, 2001.

     Other Real Estate. Other real estate increased to $927 thousand at June 30,
2001, from $773 thousand at December 31, 2000.

     Securities. Securities primarily consist of mortgage-backed,  municipal and
corporate  securities.  Securities  that are deemed to be  held-to-maturity  are
accounted   for  by  the   amortized   cost  method  while   securities  in  the
available-for-sale  categories  are  accounted  for at  fair  value.  Management
determines  the  classification  of  its  securities  at  acquisition,  however,
approximately  $46  million  of the  Company's  held-to-maturity  portfolio  was
transferred to available-for-sale pursuant to the adoption of FAS 133 on January
1, 2001. Total investment securities increased 4% to $64.1 million due primarily
to  maturities  and  paydowns of $6.7  million,  the  purchase  of $5.2  million
tax-exempt  municipal bonds and the securitization of approximately $3.8 million
in 1-4 family residential mortgage loans. Other equity securities,  comprised of
Federal  Reserve Bank stock of $239 thousand and Federal Home Loan Bank stock of
$2.0 million, increased $48 thousand due to the retention of dividend income.

     Liquidity.  Principal  sources of liquidity  for the Company are asset cash
flows, customer deposits and the ability to borrow against investment securities
and loans.  The Company's cash and cash  equivalents  increased $771 thousand to
$8.7 million at June 30, 2001. Cash provided by operating  activities  increased
by $2.4 million, while investing and financing activities used $788 thousand and
$880 thousand, respectively.

     Deposits.  Customer deposits  increased to $211.2 million at June 30, 2001,
compared to $201.4  million at December  31,  2000,  allowing for the Company to
call $10 million in outstanding Brokered CDs.


<PAGE>

     Capital.  Shareholders'  equity  totaled  $27.2  million at June 30,  2001,
compared to $25.5  million at December 31, 2000.  The increase is primarily  the
result of net income and comprehensive income over the first six months totaling
$1.6 million and $597 thousand, respectively. Comprehensive income is the result
of unrealized gains in available-for-sale securities. The ratio of shareholders'
equity  to  assets  increased  to 10.0% at June 30,  2001,  compared  to 9.4% at
December  31, 2000.  The Company  maintained  a total  capital to risk  weighted
assets ratio of 14.63%, a Tier 1 capital to risk weighted assets ratio of 13.89%
and a leverage  ratio of 9.35%.  These levels  substantially  exceed the minimum
requirements  of the regulatory  agencies for  well-capitalized  institutions of
10.00%, 6.00% and 5.00% respectively.

             Results of Operations

        First six months of 2001 compared to the first six months of 2000

     Analysis of Net Income.  Net income  increased  to $1.6 million or $.76 per
share from $1.4 million or $.67 per share.  The bank's decision to begin selling
1-4  family  mortgage  originations  instead of  funding  within  the  portfolio
accounted  for an $84 thousand  increase in gains from sales for the  comparison
period.  After-tax gain on the sale of investment securities of $79 thousand and
a shift in the asset mix from mortgage loans to higher yielding commercial loans
also  contributed  to the  increase  in overall  net  income.  Offsetting  these
increases was the bank's  decision to increase the provision  expense set up for
the  reserve  for loan  losses by $119  thousand.  During this period the bank's
noninterest income,  comprised of service charges on deposit accounts,  internet
fees and other retail service fees,  remained steady.  Returns on average assets
and  average  equity  for the first six  months of 2001 were  1.19% and  11.93%,
respectively, compared to 1.06% and 11.39% for the same period a year ago.

     Analysis of Net Interest  Income.  Net interest income (NII), the amount by
which interest income on loans,  investments  and other interest  earning assets
exceed  interest  expense on deposits and other borrowed  funds,  increased $335
thousand or 6% to $5.8  million for the period  ended June 30,  2001,  from $5.5
million  during the first half of 2000. The growth is due primarily to growth in
earning  assets  along  with a shift in asset mix from lower  yielding  mortgage
loans to higher yielding  commercial  loans.  The increase in NII is a result of
total volume and rate variance of $228 thousand and $108 thousand, respectively.

     Provision for Loan Losses. The Company assesses current economic conditions
and the  quality  of the loan  portfolio  on a regular  basis to  determine  the
adequacy of the  allowance  for loan  losses.  Beginning  in January  2001,  the
Company  budgeted a monthly  provision  for loan loss expense of $55 thousand in
anticipation  of expanded  commercial  loan growth in markets  outside  Natchez,
Mississippi.  Reduced  estimates  of losses and loan  growth  caused the bank to
adjust provision expense downward in the 2nd quarter to $40 thousand per month.

     Non-Interest Income. Non-interest income increased slightly to $1.1 million
from $1.0 million.  The bank's core income continues to remain strong offsetting
the elimination of amortization of negative goodwill in the last half of 2000.

     Non-Interest Expense.  Non-interest expense remained stable at $4.3 million
for the six month period ended June 30, 2001.

     Pretax Income. The combination of the above factors produced a 12% increase
in pretax income to $2.3 million compared to $2.1 million for the same period in
the previous year.

     Income  Taxes.  Income taxes  increased to $715 thousand for the six months
ended June 30, 2001, from $692 thousand for same period last year.


<PAGE>

  PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

                  None

         Item 2.  Changes in Securities

                  None

         Item 3.  Defaults Upon Senior Securities

                  None

         Item 4.  Submission of Matters to a vote of Security holders.

(a)      April 26, 2001; 2001 Annual Meeting of Shareholders

(b)      The following directors were  re-elected  by Shareholders at the Annual
         Meeting:

         For  three-year  terms  expiring  in 2004: (Class II) W. W. Allen, Jr.,
         Craig A. Bradford, D.M.D., W. J. Feltus III and Vinod K. Thukral, Ph.D.

         For a one-year term expiring in 2002: (Class III) R. Andrew Patty II.

Directors whose term of office as a director continued after the meeting and the
expiration  date of their current term are: James J. Cole (2002),  C. H. Kaiser,
Jr. (2002),  Bazile R. Lanneau,  Jr. (2002),  Albert W. Metcalfe  (2002),  A. J.
Ferguson (2003),  W. Page Ogden (2003),  Bethany L. Overton (2003) and Robert R.
Punches (2003).

(c)      The following directors  were  elected  by  Shareholders  at the Annual
         Meeting by the votes indicated:


                                 For         Against    Abstain       Total

W. W. Allen, Jr.               1,249,335      5,192        0        1,254,527
Craig A. Bradford, D.M.D.      1,249,335      5,192        0        1,254,527
W. J. Feltus III               1,249,335      5,192        0        1,254,527
Vinod K. Thukral, Ph.D.        1,249,335      5,192        0        1,254,527
R. Andrew Patty II             1,249,335      5,192        0        1,254,527



         Item 5.  Other Information

                  None

         Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits



                                  EXHIBIT INDEX


  Exhibit                           Description of Exhibit

          3.1  Restated  Articles of  Incorporation  of Britton & Koontz Capital
               Corporation,   incorporated   by  reference  to  Exhibit  4.1  to
               Registrant's Registration Statement on Form S-8, Registration No.
               333-20631, filed with the Commission on January 29, 1997.


<PAGE>

          3.2  By-Laws of Britton & Koontz Capital  Corporation,  as amended and
               restated,   incorporated   by   reference   to  Exhibit   3.2  to
               Registrant's   Annual  Report  on  Form  10-KSB  filed  with  the
               Commission on March 30, 1998.

          4.1  Certain provisions  defining the rights of Shareholders are found
               in the Articles of Incorporation  and By-Laws of Britton & Koontz
               Capital Corporation. See Exhibits 3.1 and 3.2 above.

          4.2  Shareholder Rights Agreement dated June 1, 1996 between Britton &
               Koontz  Capital  Corporation  and Britton & Koontz First National
               Bank, as Rights Agent,  incorporated  by reference to Exhibit 4.3
               to Registrant's  Registration Statement on Form S-8, Registration
               No. 333-20631, filed with the Commission on January 29, 1997.

         10.01 Employment  Agreement dated December 31, 1996,  between Britton &
               Koontz Capital  Corporation  and W. Page Ogden,  incorporated  by
               reference to Exhibit 10.1 to  Registrant's  Annual Report on Form
               10-KSB filed with the Commission on March 28, 1997.

         10.02 Employment  Agreement dated December 31, 1996,  between Britton &
               Koontz   Capital   Corporation   and  Bazile  R.  Lanneau,   Jr.,
               incorporated by reference to Exhibit 10.2 to Registrant's  Annual
               Report on Form  10-KSB  filed  with the  Commission  on March 28,
               1997.

         10.03 Employment  Agreement dated December 31, 1998,  between Britton &
               Koontz Capital  Corporation  and James J. Cole,  incorporated  by
               reference to Exhibit 10.03 to Registrant's  Annual Report on Form
               10-KSB filed with the Commission on March 30, 1999.

         10.04 Salary  Continuation  Plan  Agreements  dated September 26, 1994,
               between  Britton & Koontz Capital  Corporation and W. Page Ogden,
               Bazile  R.  Lanneau,  Jr.  and  James J.  Cole,  incorporated  by
               reference to Exhibit 10 to  Registrant's  Current  Report on Form
               10-KSB filed with the Commission on November 14, 1994.

         10.05 System  Purchase   Agreement  dated  January  22,  1996,  between
               the Britton & Koontz  First National  Bank and InterBank Systems,
               Inc., incorporated by reference to Exhibit  10.5 to  Registrant's
               Annual  Report  on Form 10-KSB filed with the Commission on March
               29, 1996 and Form  10-KSB/A,  Amendment   Number  1,  filed  with
               the Commission on June 14, 1996.

         10.06 Independent  Contractor Agreement dated January 22, 1996, between
               Interbank Systems, Inc. and Summit Research,  Inc.,  incorporated
               by reference to Exhibit 10.6  to  Registrant's  Annual  Report on
               Form  10-KSB/A,  Amendment Number 1, filed with the Commission on
               June 14, 1996.

         10.07 Britton   &   Koontz   Capital  Corporation  Long-Term  Incentive
               Compensation Plan and  Amendment,  incorporated  by  reference to
               Exhibit  4.4  to Registrant's Registration Statement on Form S-8,
               Registration No. 333-20631, filed with the Commission  on January
               29, 1997.


         10.09 Stock  Purchase Agreement dated December 3, 1998, between Britton
               & Koontz Capital  Corporation  and  Sumx,  Inc.  incorporated  by
               reference to Exhibit 10.09 to Registrant's  Annual Report on Form
               10-KSB filed with the Commission on March 30, 1999.

<PAGE>


         10.10 Investor Rights Agreement  dated December 3, 1998,  among Britton
               & Koontz Capital  Corporation, Summit Research,  Inc.,  Bazile R.
               Lanneau, Jr. and Sumx, Inc. incorporated  by reference to Exhibit
               10.10 to Registrant's Annual Report on Form 10-KSB filed with the
               Commission on March 30, 1999.

         10.11 Voting Agreement dated December 3, 1998,  among  Britton & Koontz
               Capital Corporation, Summit Research, Inc. and Bazile R. Lanneau,
               Jr. incorporated by  reference to  Exhibit 10.11 to  Registrant's
               Annual Report on Form  10-KSB filed  with the Commission on March
               30, 1999.

         10.12 Management  Service  Agreement  dated  December  3,  1998,  among
               Britton & Koontz Capital  Corporation,  Sumx,  Inc. and Bazile R.
               Lanneau, Jr.  incorporated  by  reference  to  Exhibit  10.12  to
               Registrant's  Annual  Report  on   Form  10-KSB  filed  with  the
               Commission on March 30, 1999.

         11    Statement,  re: computation of per share earnings



(b)      Reports on Form 8-K

     On February 15,  2001,  the Company  filed a current  report on Form 8-K/A,
dated  December 1, 2000,  amending an original 8-K,  dated December 1, 2001. The
purpose of the amended  filing was to present the  financial  statements  of the
business acquired and the pro forma financial information that were omitted from
the Original Report as permitted by items 7(a)(4) and 7(b)(2) of form 8-K.

     The Company filed a current  report on Form 8-K,  dated  February 16, 2001,
reporting fourth quarter 2000 earnings.

     The  Company  filed a  current  report on Form  8-K,  dated  May 23,  2001,
announcing  a  semi-annual  dividend of $.30 per share  payable June 15, 2001 to
shareholders of record as of May 31, 2001.

     The  Company  filed a  current  report on Form  8-K,  dated  May 25,  2001,
reporting first quarter 2001 earnings.




                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report  includes  "forward-looking  statements"  within the meaning of
     Section 27A of the Securities  Act of 1933, as amended,  and Section 21E of
     the  Securities  Exchange  Act of 1934,  as amended.  Although  the Company
     believes that the expectations reflected in such forward-looking statements
     are based on numerous assumptions (some of which may prove to be incorrect)
     and are  subject to risks and  uncertainties,  which could cause the actual
     results   to   differ   materially   from   the   Company's   expectations.
     Forward-looking  statements have been and will be made in written documents
     and  oral  presentations  of the  Company.  Such  statements  are  based on
     management's  beliefs  as  well  as  assumptions  made  by and  information
     currently available to management.  When used in the Company's documents or
     oral   presentations,   the  words  "anticipate",   "estimate",   "expect",
     "objective",  "projection",  "forecast", "goal" and similar expressions are
     intended  to  identify  forward-looking  statements.  In  addition  to  any
     assumptions  and other factors  referred to specifically in connection with
     such  forward-looking  statements,  factors that could cause the  Company's
     actual  results  to  differ  materially  from  those  contemplated  in  any
     forward-looking  statements include,  among others,  increased competition,
     regulatory  factors,  economic  conditions,   changing  market  conditions,
     availability  or cost of capital,  employee  workforce  factors,  costs and
     other  effects  of legal and  administrative  proceedings,  and  changes in
     federal, state or local legislative requirements. The Company undertakes no
     obligation to update or revise any forward-looking statements, whether as a
     result of  changes  in actual  results,  changes  in  assumptions  or other
     factors affecting such statements.



<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.





                                    BRITTON & KOONTZ CAPITAL CORPORATION



  August 14, 2001                   /s/ W. Page Ogden
                                    ____________________________________________
                                    President and Chief Executive Office




  August 14, 2001                    /s/ Bazile R. Lanneau, Jr.
                                     ___________________________________________
                                     Vice President and Chief Financial Officer





<PAGE>


<TABLE>
<CAPTION>


                                                          EXHIBIT 11

                                          Statement Re: Computation of Per Share Earnings




                                                              Three Months Ended                      Six Months Ended
                                                                    June                                   June
                                                     ----------------------------------    -------------------------------------
                                                          2001               2000                2001                2000
                                                     ----------------   ---------------    ------------------  -----------------

<S>                                                  <C>                <C>                <C>                 <C>
Basic:
   Average shares outstanding:                             2,109,055         2,080,735             2,108,889          2,083,136

       Net effect of the assumed
       exercise of stock options-
       based on the treasury stock
       method using average stock prices                           -                 -                     -                  -
                                                     ----------------   ---------------    ------------------  -----------------

                         Total                             2,109,055         2,080,735             2,108,889          2,083,136
                                                     ================   ===============    ==================  =================

Net income                                           $       980,799    $      696,468     $       1,609,162   $       1,388,907
                                                     ================   ===============    ==================  =================

Net income per share                                 $          0.47    $         0.33     $            0.76   $            0.67
                                                     ================   ===============    ==================  =================






Diluted:
   Average shares outstanding:                             2,109,055         2,080,735             2,108,889          2,083,136

       Net effect of the assumed exercise
       of stock options based on the
       treasury stock method using
       average market price or period
       end market price, whichever is higher                     844               844                 1,390                844
                                                     ----------------   ---------------    ------------------  -----------------

                         Total                             2,109,899         2,081,579             2,110,279          2,083,980
                                                     ================   ===============    ==================  =================

Net income                                           $       980,799    $      696,468     $       1,609,162   $      1,388,907
                                                     ================   ===============    ==================  =================

Net income per share                                 $          0.46    $         0.33     $            0.76   $           0.67
                                                     ===============    ===============    ==================  =================


</TABLE>